| Fri 20 Feb 2009, 17:38 | | APA/ APB/ AXC/ ABT - ApexHi/ Ambit - Replacement Of Announcement Released At |
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APA/ APB/ AXC/ ABT - ApexHi/ Ambit - Replacement Of Announcement Released At
16:27 - Proposed Acquisition By Apexhi Of 100% Of Ambit, Apexhi Cautionary
Announcement And Withdrawal Of Ambit Cautionary Announcement
ApexHi Properties Limited
(Incorporated in the Republic of South Africa)
Registration number 1999/000238/06
Share codes: APA ISIN: ZAE000083598
APB ZAE000083606
AXC ZAE000083580
("ApexHi")
Ambit Properties Limited
(Incorporated in the Republic of South Africa)
Registration No. 2001/007003/06
Share code: ABT
ISIN: ZAE000051645
("Ambit")
PROPOSED ACQUISITION BY APEXHI OF 100% OF AMBIT, APEXHI CAUTIONARY ANNOUNCEMENT
AND WITHDRAWAL OF AMBIT CAUTIONARY ANNOUNCEMENT
INTRODUCTION
ApexHi has informed the board of Ambit of its firm intention to make an offer to
acquire all of the Ambit linked units that it does not already own (the "scheme
units") pursuant to a scheme of arrangement (the "scheme") in terms of section
311 of the Companies Act, No. 61 of 1973, between Ambit and its linked unit
holders (other than ApexHi) ("the scheme participants").
RATIONALE FOR THE AMBIT SCHEME
In November 2008, ApexHi concluded agreements in terms of which it effectively
acquired 175 856 358 Ambit linked units (although the acquisition of 110 000 000
of these units is still subject to approval by the Competition Authorities). At
the time of entering into those agreements, ApexHi announced that it would
consider increasing its stake in Ambit if the opportunity to do so arose.
The scheme is in line with this intention and, if implemented, will result in
ApexHi acquiring 100% control of a sizable portfolio of properties that is
complementary to ApexHi`s existing portfolio.
For scheme participants, the scheme will (to the extent that the scheme
participants elect to receive the consideration units referred to below) result
in the scheme participants swapping their scheme units for units in the larger
and more liquid ApexHi. The scheme also avoids the negative consequences that
may otherwise result from Ambit remaining listed with two significant unit
holders (ApexHi and Absa Bank Limited) who may have different intentions in
regard to their investment in Ambit.
TERMS OF THE SCHEME
Scheme Consideration:
In terms of the scheme, ApexHi will acquire the scheme units for a consideration
comprising, at the election of each scheme participant, either:
- one ApexHi A, B and C unit for every 9.55 scheme units held by the scheme
participants (the "consideration units"); or
- a cash consideration (the "cash consideration") of R3.45 per scheme unit.
In the absence of an election the scheme participants will be deemed to have
elected to receive the consideration units as opposed to the cash consideration.
The effective date of the scheme
The effective date of the scheme will, notwithstanding the operative date of the
scheme, be deemed to be 1 April 2009 and, accordingly, Ambit`s income
distribution/s:
- for the 6 months ending 31 March 2009 will be for the benefit of Ambit unit
holders;
- in respect of all income periods commencing on or after 1 April 2009 will
be for the benefit of ApexHi.
Scheme participants who accept the consideration units:
- will not participate in ApexHi`s income distribution for the 3 months
ending 31 March 2009 which will be distributed prior to the operative date
of the scheme;
- will participate in all ApexHi income distributions for income periods
commencing on or after 1 April 2009.
Conditions precedent to the scheme
The scheme is conditional upon:
- the required approvals from ApexHi unit holders in order to authorise the
issue of the consideration units and to approve the transaction as required
in terms of rule 19 of the Securities Regulation Code on Takeovers and
Mergers and the Rules of the Securities Regulation Panel (the "SRP Code");
- the required approvals from Ambit unit holders at the scheme meetings
called to sanction the scheme;
- the sanctioning of the scheme by the High Court;
- the registration by the Registrar of Companies of a certified copy of the
Order of Court sanctioning the scheme;
- unconditional approval (or approval on conditions acceptable to ApexHi)
from the Competition Authorities for the implementation of the scheme; and
- any other regulatory approvals required for the implementation of the
scheme,
by no later than 15 June 2009 (or such later date as may be agreed in writing by
ApexHi and Ambit) failing which the scheme will be of no force and effect.
Irrevocable undertakings and cash confirmation
ApexHi has received signed irrevocable undertakings to vote in favour of the
scheme and to elect to receive the consideration units from:
- Absa Bank Limited in respect of 174 445 954 Ambit linked units
(representing approximately 34.6% of the issued Ambit units and 53.1% of
the scheme units); and
- Redefine Income Fund Limited in respect of 46 660 824 Ambit linked units
(representing approximately 9.3% of the issued Ambit units and 14.2% of the
scheme units).
Accordingly the maximum aggregate cash consideration payable under the scheme
will be R371,251,812 and (as required in terms of the SRP Code), ApexHi has
provided the Securities Regulation Panel with confirmation that sufficient cash
resources are available to ApexHi in this regard.
De-listing
If the scheme is implemented, ApexHi will own 100% of the Ambit linked units and
the Ambit linked units will be delisted from the JSE.
IMPACT OF THE REDEFINE TRANSACTION
As set out in the joint ApexHi, Madison, Redefine announcement released on SENS
on 15 January 2009, Redefine has formally advised the board of ApexHi of its
firm intention to make an offer to acquire all of the ApexHi units that it does
not already own (the "Redefine transaction").
The scheme will be implemented before the Redefine transaction, however scheme
participants electing to receive the consideration units may be required to
dispose of all or some of their consideration units in return for Redefine units
shortly after the implementation of the scheme.
If this is the case, the scheme participants will receive:
- 2.02 Redefine units for every ApexHi A unit sold in terms of the Redefine
transaction;
- 2.468 Redefine units for every ApexHi B unit sold in terms of the Redefine
transaction; and
- 1.04 Redefine units for every ApexHi C units sold in terms of the Redefine
transaction.
A scheme participant who disposes of all of its consideration units in terms of
the Redefine transaction will, effectively, receive 1 Redefine unit for every
1.73 Ambit linked units held.
Further details on the effect of the Redefine transaction on the scheme
participants will be included in the scheme circular referred to below and
scheme participants will be updated regularly on the progress of the Redefine
transaction by way of SENS announcements.
EXTERNAL ADVICE AND THE VIEWS OF THE AMBIT BOARD
The Ambit board will appoint independent advisors to provide external advice as
required in terms of the SRP Code. The substance of the external advice and the
views of the board of Ambit will be set out in the circular to be posted to
Ambit unit holders.
APEXHI CAUTIONARY ANNOUNCEMENT
In terms of the Listing Requirements of the JSE Limited, the scheme is a
category 2 acquisition for ApexHi and the acquisition of the scheme units owned
by Redefine pursuant to the scheme is a small related party transaction, both of
which require the publication by ApexHi of an announcement containing the
financial effects of the scheme as well as certain information in relation to
the Ambit property portfolio.
These details are in the process of being finalised and the announcement will be
published in due course. Pending this announcement, ApexHi unit holders are
advised to exercise caution in dealing in their ApexHi units.
WITHDRAWAL OF AMBIT CAUTIONARY ANNOUNCEMENT
Ambit unit holders are referred to the cautionary announcement dated 3 February
2009 and are advised that, as the terms of the scheme have now been announced,
caution is no longer required to be exercised by Ambit unit holders in dealing
in their Ambit units.
FURTHER DOCUMENTATION
A scheme circular containing further details in relation to the scheme and
incorporating a notice of the scheme meeting will be posted to Ambit unit
holders in due course. As ApexHi`s authorised but unissued share capital is not
under the control of its directors, a circular will also be posted to ApexHi
unit holders seeking their approval for the issue of the consideration units.
20 February 2009
Corporate advisor, sponsor and legal advisor to ApexHi
Java Capital
Corporate advisor and sponsor to Ambit
Grindrod Bank Corporate Finance
Legal advisor to Ambit
Cliffe Dekker Hofmeyr Inc
Date: 20/02/2009 17:38:33 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
